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                      SECURITIES AND EXCHANGE COMMISSION 

                            WASHINGTON, D.C. 20549 
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                                  FORM 8-K/A 

            CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934 
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                      MARCH 27, 1997 (FEBRUARY 13, 1996) 

              (DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)) 



                              HFS INCORPORATED 

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 




            DELAWARE                       1-11402              22-3059335 
                                                      
  (State or other jurisdiction     (Commission File No.)    (I.R.S. Employer 
of incorporation or organization)                         Identification Number)


          6 SYLVAN WAY                                                  
     PARSIPPANY, NEW JERSEY                                        07054
(Address of principal executive)                                (Zip Code) 
  


                                (201) 428-9700 
             (Registrant's telephone number, including area code) 

                                     NONE 
     (Former name, former address and former fiscal year, if applicable) 
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ITEM 5. OTHER EVENTS 

        This Current Report on Form 8-K/A amends the Current Report on Form 
        8-K of HFS Incorporated (the "Registrant") dated February 16, 1996 
        for purposes of amending certain financial statements of acquired 
        companies. 

ITEM 7. EXHIBITS 




   EXHIBIT 
     NO.                              DESCRIPTION 
- -----------  ----------------------------------------------------------------- 
          
    23.2     Consent of Woolard, Krajnik & Company 

    23.4     Consent of White, Nelson, & Co., LLP 

    23.6     Consent of Tony H. Davidson, CPA 

    99.2     The audited financial statements, as amended and restated, of 
             Century 21 of Eastern Pennsylvania, Inc. (an "S" corporation) as 
             of April 30, 1995 and 1994 and the related statements of 
             operations, retained earnings and cash flows for the years 
             then ended. 

    99.4     The audited consolidated financial statements, as amended and 
             restated, of Century 21 Region V (Pacific Northwest and Southern 
             California) as of July 31, 1995 and the related statement of 
             operations, retained earnings and cash flows for the year 
             then ended. 



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                                  SIGNATURES 

   Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized. 

                                          HFS INCORPORATED 

                                          By: /s/ Michael P. Monaco 
                                          ----------------------------------- 
                                              Michael P. Monaco 
                                              Vice Chairman 
                                              and Chief Financial Officer 

Date: March 26, 1997 


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                     HOSPITALITY FRANCHISE SYSTEMS, INC. 
                          CURRENT REPORT ON FORM 8-K 
               REPORT DATED MARCH 27, 1997 (FEBRUARY 13, 1996) 

                                EXHIBIT INDEX 




   EXHIBIT 
     NO.                        DESCRIPTION                       PAGE NO. 
- -----------  ------------------------------------------------  ------------ 
                                                         
    23.2     Consent of Woolard, Krajnik & Company 

    23.4     Consent of White, Nelson, & Co., LLP 

    23.6     Consent of Tony H. Davidson, CPA 

    99.2     The audited financial statements of Century 21 of 
             Eastern Pennsylvania, Inc. (an "S" corporation)
             as of April 30, 1995 and 1994 and the related 
             statements of operations, retained earnings and 
             cash flows for the years then ended. 

    99.4     The audited consolidated financial statements of 
             Century 21 Region V (Pacific Northwest and 
             Southern California) as of July 31, 1995 and the 
             related statement of operations, retained earnings
             and cash flows for the year then ended. 



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